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What changed in Rumble Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Rumble Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+552 added−409 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-25)

Top changes in Rumble Inc.'s 2025 10-K

552 paragraphs added · 409 removed · 316 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeBacked by our mission to protect a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control of their IT budgets by providing the most predictable and fair pricing model in the cloud market.
Biggest changeBacked by our mission to protect a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control of their IT budgets by providing the most predictable and fair pricing model in the cloud market. 4 Rumble Cloud launched and currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads and applications, including: ● Cloud compute; ● Load balancers; ● Object storage; ● Kubernetes orchestration; ● Block storage; and ● Virtual private cloud.
VI, a Delaware corporation (“CF VI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following the closing of the Business Combination, Rumble Inc., a Delaware corporation.
VI, a Delaware corporation (“CF VI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following the closing of the CF Business Combination, Rumble Inc., a Delaware corporation.
We share revenue generated from advertising, subscriptions, pay-per-view and tipping with creators in a revenue-share model. Sales & Marketing A vast majority of the substantial user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user and creator advocacy. As a result, very minimal marketing spend was deployed during that time.
We share revenue generated from advertising, subscriptions, pay-per-view and tipping with creators in a revenue-share model. 3 Sales & Marketing A vast majority of the substantial user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user and creator advocacy. As a result, very minimal marketing spend was deployed during that time.
We intend to continue to file additional applications to register or otherwise protect our intellectual property rights. Acquisitions In October 2021, we bolstered our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize their content through subscription, and (2) for users to gain access to premium content from their favorite content creators.
We intend to continue to file additional applications to register or otherwise protect our intellectual property rights. 6 Acquisitions In October 2021, we bolstered our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize their content through subscription, and (2) for users to gain access to premium content from their favorite content creators.
With this model, customers will enjoy the freedom to grow and scale at a pace that works best for their needs, without surprises on their monthly bill. 4 Sales & Marketing We drive demand for Rumble Cloud using an account executive, account management and channel partner approach.
With this model, customers will enjoy the freedom to grow and scale at a pace that works best for their needs, without surprises on their monthly bill. Sales & Marketing We drive demand for Rumble Cloud using an account executive, account management and channel partner approach.
To fulfill this vision, our product roadmap is focused on the progressive integration of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock a variety of differentiated feature sets to users, creators, advertisers, and publishers.
To fulfill this vision, our product roadmap is focused on the progressive integration of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock a variety of differentiated feature sets for users, creators, advertisers, and publishers.
Rumble Cloud Origin, Vision, Products and Differentiation Rumble Cloud was launched in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses from startups to small and medium sized businesses (SMBs) to enterprise clients.
Rumble Cloud Origin, Vision, Products and Differentiation Rumble Cloud was launched in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses from startups to small and medium sized businesses (SMBs) to governments to enterprise clients.
Unless the section herein specifies otherwise, references to “Rumble” are to (x) prior to the closing of the Business Combination, Legacy Rumble and (y) following the closing of the Business Combination, Rumble Inc., a Delaware corporation.
Unless the section herein specifies otherwise, references to “Rumble” are to (x) prior to the closing of the CF Business Combination, Legacy Rumble and (y) following the closing of the CF Business Combination, Rumble Inc., a Delaware corporation.
We compete with other online video distribution platforms, including YouTube, and confront conduct by YouTube and Google that we believe is highly anti-competitive (see Part I, Item 2, “Legal Proceedings” for further information). We also face significant challenges in obtaining advertising revenue because advertisers have numerous options for allocating their advertising budgets.
We compete with other online video distribution platforms, including YouTube, and confront conduct by YouTube and Google that we believe are highly anti-competitive (see Part I, Item 2, “Legal Proceedings” for further information). We also face significant challenges in obtaining advertising revenue because advertisers have numerous options for allocating their advertising budgets.
Given the market trends of rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud arrives at an opportune time to enter the market and present a new way for businesses to save money and regain control of their IT budget. Human Capital We believe that our employees are our most significant resource.
Given the market trends of rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud arrives at an opportune time to enter the market and present a new way for businesses to save money and regain control of their IT budgets. Human Capital We believe that our employees are our most significant resource.
Item 1. Business Overview Unless the section herein specifies otherwise, references to the “Company,” “we,” “us” or “our” are to, (a) prior to the consummation of the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021 (as amended, the “Business Combination Agreement”), by and between CF Acquisition Corp.
Item 1. Business Overview Unless the section herein specifies otherwise, references to the “Company,” “we,” “us” or “our” are to, (a) prior to the consummation of the business combination (the “CF Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021 (as amended, the “CF Business Combination Agreement”), by and between CF Acquisition Corp.
With the Company now focused more on growing the advertising business and driving revenue, creators are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby yielding more engagement and ultimately driving more advertising revenue. Competition We operate in a challenging and rapidly evolving environment.
With the Company now focused more on growing the advertising business and driving revenue, creators are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby generating more engagement and ultimately driving more advertising revenue. Competition We operate in a challenging and rapidly evolving environment.
How We Generate Revenue Our portfolio of services enables a diversified set of revenue streams, which includes: ● Advertising: ○ Banner / Display Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com. ○ Video Pre-Roll / Mid-Roll Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com, and also through custom integrations into live broadcasts. ○ Creator Sponsorships: offered to advertisers via RAC programmatically and through direct sales. ● Subscriptions, Pay-Per-View and Tipping: ○ Rumble Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble content. ○ Locals.com revenue generated from users that subscribe to content creators on Locals.com. ○ Badge Subscriptions: revenue generated from badge subscriptions purchased by users on Rumble.com. ○ Pay-Per-View and Tipping: revenue generated from pay-per-view videos offered by creators and tips given by users to creators during livestreams.
How We Generate Revenue Our portfolio of services enables a diversified set of revenue streams including: ● Advertising: o Banner / Display Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com. o Video Pre-Roll / Mid-Roll Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com, and also through custom integrations into live broadcasts. o Creator Sponsorships: offered to advertisers via RAC programmatically and through direct sales. ● Subscriptions, Pay-Per-View and Tipping: o Rumble Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble content. o Locals.com revenue generated from users who subscribe to content creators on Locals.com. o Badge Subscriptions: revenue generated from badge subscriptions purchased by users on Rumble.com. o Pay-Per-View and Tipping: revenue generated from pay-per-view videos offered by creators and tips given by users to creators during livestreams.
See Part III, Item 10 for more information regarding our Code of Ethics.
See Part III, Item 10 for more information regarding our Code of Ethics. 7
Soon after, the preferencing and censorship enforced by the incumbent platforms continued to expand into many other content areas, including the crypto-finance community and pop culture. As a result, more creators and their audiences found a new home on Rumble.
Subsequently, the preferencing and censorship enforced by the incumbent platforms continued to expand into many other content areas, including the crypto-finance community and pop culture. As a result, more creators and their audiences found a new home on Rumble.
The continued scale and integration of the Rumble Video, Rumble Studio, and RAC platforms will bring a truly differentiated offering to the market, which is the key to fulfill the Company’s vision of providing the best monetization toolkit for creators on the internet.
The continued scale and integration of the Rumble Video, Rumble Studio, Rumble Wallet, and RAC platforms will bring a truly differentiated offering to the market, which is the key to fulfilling the Company’s vision of providing the best monetization toolkit for creators on the internet.
We rely on, and expect to continue to rely on, a combination of work for hire, assignment, and confidentiality agreements with our employees, consultants, and third parties with whom we have relationships, as well as federal and state statutory and common law regarding trademark, trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary technology, and other intellectual property rights.
We rely on, and expect to continue to rely on, a combination of our terms of service, our access control mechanisms, our work-for-hire, assignment, and confidentiality agreements with our employees, consultants, and third parties with whom we have relationships, as well as federal and state statutory and common law regarding trademark, trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary technology, and other intellectual property rights.
In addition, Rumble Video also offers two types of subscription services: 1) Rumble Premium – a “no ads” experience with access to certain exclusive content, and 2) Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities.
In addition, Rumble Video also offers two types of subscription services: (i) Rumble Premium – a “no ads” experience with access to certain exclusive content, and (ii) Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities.
Rumble Cloud was built based on the following key premises: 1) it was existential for us to invest and build out the infrastructure to support Rumble Video and insulate ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and 2) given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business to offer excess infrastructure capacity to the cloud market.
Rumble Cloud was built based on the following key premises: (i) it was existential for us to invest in and build the infrastructure to support Rumble Video and insulate ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and (ii) given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business to offer excess infrastructure capacity to the cloud market.
With this capital in place, Rumble set out to execute on a growth strategy with the following four key tenets: 1) invest in content to grow and diversify the content library and user base; 2) build Rumble Advertising Center, an in-house advertising marketplace and network; 3) create the infrastructure to support the Rumble video platform and future Rumble Cloud go-to-market needs; and 4) hire across the organization to support domestic and future international growth. 1 In furtherance of Rumble’s strategy, the Company recently closed a strategic investment from Tether Investments S.A. de C.V.
With this capital in place, Rumble set out to execute on a growth strategy with the following four key tenets: (i) invest in content to grow and diversify the content library and user base; (ii) build Rumble Advertising Center, an in-house advertising marketplace and network; (iii) create the infrastructure to support the Rumble video platform and future Rumble Cloud go-to-market needs; and (iv) hire across the organization to support domestic and future international growth. 1 In furtherance of Rumble’s strategy, in February 2025, the Company closed a strategic investment from Tether Investments S.A. de C.V.
Examples of such regimes include Section 5 of the Federal Trade Commission Act (15 U.S.C. §§ 41 et. seq. ) (FTCA), the EU’s General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (California Civil Code § 1798.100) (CCPA). These laws generally regulate the collection, storage, transfer and use of personal information.
Examples of such regimes include Section 5 of the Federal Trade Commission Act (15 U.S.C. §§ 41 et. seq. ) (the “FTCA”), the EU’s General Data Protection Regulation (the “EU GDPR”), and the California Consumer Privacy Act (California Civil Code § 1798.100) (the “CCPA”). These laws generally regulate the collection, storage, transfer and use of personal information.
Going forward, we will look to build our brand across multiple audiences, driving user growth and video consumption through (1) selective content creator partnerships and advocacy, (2) continued strategies to earn unpaid media coverage and recognition, and (3) increased marketing spend, primarily through digital paid media channels, particularly as advertising revenues increase.
Going forward, we will look to build our brand across multiple audiences, driving user growth and video consumption through (ii) selective content creator partnerships and advocacy, (i) continued strategies to earn unpaid media coverage and recognition, and (iii) increased marketing spend, primarily through digital paid media channels, , as we test international expansion strategies, particularly as advertising revenues increase.
At that time, Rumble was founded based on the premise of providing small creators with the tools and distribution that they needed to succeed. Fast forward to 2020, when a new, and much more nuanced world of ‘preferencing’ was evolving online, which included sophisticated algorithms used by the incumbents for amplification and censorship.
The Company was founded based on the premise of providing small creators with the tools and distribution that they needed to succeed. Fast forward to 2020, when a new, and much more nuanced form of ‘preferencing’ was evolving online, including sophisticated algorithms used by the incumbents for amplification and censorship.
Intellectual Property Our intellectual property includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, and the United Kingdom), other pending international applications to register the trademark RUMBLE , and several pending U.S. trademark registration applications, including applications for to federally register the trademarks RUMBLE CLOUD , RUMBLE STUDIO , RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE ENTERTAINMENT, RUMBLE PREMIUM, RUMBLE SUBSCRIPTION, the RUMBLE logos , LOCALS, and the LOCALS logos; the domain names rumble.com , rumble.cloud, studio.rumble.com, and locals.com ; copyrights in our source code, website, apps and creative assets; a pending patent application for technology related to Rumble Studio; and trade secrets.
Intellectual Property Our intellectual property includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, the European Union and the United Kingdom), RUMBLE CLOUD, RUMBLE PREMIUM, RUMBLE STUDIO, RUMBLE SUBSCRIPTION, and RAC (all registered in the United States) , other pending international applications to register the trademark RUMBLE , and several pending U.S. trademark registration applications, including applications to federally register the trademarks RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE WALLET, RUMBLE REELS, RUMBLE SHORTS, FREEDOM-FIRST, FREEDOM-FIRST TECHNOLOGY PLATFORM, YOUR CLOUD YOUR WAY, the RUMBLE logos , LOCALS, and the LOCALS logos; the domain names rumble.com , rumble.cloud, studio.rumble.com, and locals.com ; copyrights in our source code, website, apps and creative assets; a pending utility patent application for technology related to Rumble Studio; and trade secrets.
As of December 31, 2024, we had 135 full-time employees, of whom 32 were based in Canada and 103 were based in the United States. None of our employees are covered by collective bargaining agreements. We believe we have good relationships with our employees.
As of December 31, 2025, we had 156 full-time employees, of whom 48 were based in Canada and 108 were based in the United States. None of our employees are covered by collective bargaining agreements. We believe we have good relationships with our employees.
In parallel to this and other growth strategies, we will make continued investment into direct sales, account management and creator success teams to drive incremental business across display and video advertising, as well as sponsorships. 3 Lastly, for creators, the Company made several direct investments into large creators in 2023.
In parallel to this and other growth strategies, we will continue to invest into direct sales, account management and creator success teams to drive incremental business across display and video advertising, as well as sponsorships. The Company made several direct investments into large creators from 2023 to 2025.
Our website and the information contained therein or connected thereto are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K. 6 Available Information All periodic and current reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, are available free of charge from the SEC’s website ( www.sec.gov ).
Available Information All periodic and current reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, are available free of charge from the SEC’s website ( www.sec.gov ).
Using Rumble Studio, creators can establish a variety of custom settings for their livestream, set up, go-live and control their livestream across multiple social platforms, while also benefiting from a variety of custom and programmatic monetization opportunities, including host-read ads and sponsorships.
Using Rumble Studio, creators can establish a variety of custom settings for their livestream, set up, go-live and control their livestream across multiple social platforms, while also benefiting from a variety of custom and programmatic monetization opportunities, including host-read ads and sponsorships. Rumble Studio is currently available via desktop and mobile web, as well as iOS and Android mobile applications.
As part of the closing of the transaction, the Company also completed its previously announced tender offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common Stock for $525 million, excluding fees and expenses related to the tender offer.
The Company has and will use $250 million of the proceeds, after transaction expenses, to support growth initiatives. As part of the closing of the transaction, the Company also completed its tender offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common Stock for $525 million, excluding fees and expenses related to the tender offer.
This capital infusion has helped Rumble compete with its big tech and other incumbent competitors. Ultimately, 99.9% of CF VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s mission, its growth story and its future potential.
Ultimately, 99.9% of CF VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s mission, its growth story and its future potential.
As we expand internationally, we or our customers may also be subject to additional laws that regulate streaming services or online platforms. Because we receive, store and use a substantial amount of information received from or generated by our users, we are also impacted by laws and regulations governing privacy and data security in the U.S. and worldwide.
Because we receive, store and use a substantial amount of information received from or generated by our users, we are also impacted by laws and regulations governing privacy and data security in the U.S. and worldwide.
RAC includes an advertising marketplace and network between advertisers bidding and publishers selling display and video advertisement as well as advertisers bidding on creator sponsorships. RAC continues to be enhanced and represents a significant milestone in Rumble’s monetization efforts.
RAC includes an advertising marketplace and network between advertisers bidding and publishers selling display and video advertisement as well as advertisers bidding on creator sponsorships. RAC continues to be enhanced and represents a significant milestone in Rumble’s monetization efforts. On November 10, 2025, we entered into a business combination agreement with Northern Data (the “ND Business Combination Agreement”).
In the U.S., we rely, to a significant degree, on laws that limit the liability of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 (DMCA) and Section 230 (47 U.S.C. § 230).
In the U.S., we rely, to a significant degree, on laws that limit the liability of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 and Section 230 (47 U.S.C. § 230). Countries outside the U.S. generally do not provide as robust protections for online providers and may instead regulate such entities to a higher degree.
The Business Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM. The Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, before transaction expenses.
The CF Business Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per share (“Class A Common Stock,” and shares of such stock, “Class A Common Shares”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM.
Our Portfolio Rumble consists of two business units: Rumble Services and Rumble Cloud. 1) Rumble Services : ● Rumble Video : a video sharing platform enabled by Rumble.com and its associated mobile and connected TV applications; ● Rumble Streaming Marketplace: a multi-platform livestreaming and monetization service for creators enabled by Rumble Studio; ● Rumble Advertising Center: an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”); 2) Rumble Cloud : ● Rumble Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, storage, security, and networking offerings.
Our Portfolio Rumble consists of two business units: Rumble Services and Rumble Cloud. 1) Rumble Services : ● Rumble Video : a free and subscription-based video sharing platform enabled by Rumble.com and its associated mobile and connected TV applications; ● Rumble Studio : a multi-platform livestreaming and monetization service for creators enabled by Rumble Studio; ● Rumble Advertising Center : an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”); ● Rumble Wallet : a non-custodial crypto wallet integrated directly into the Rumble platform that supports USAT, a U.S.-regulated, dollar-backed stablecoin, Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to tip creators natively in crypto. 2) Rumble Cloud : ● Rumble Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, storage, security, and networking offerings.
Because our platform facilitates online payments, including subscription fees and tipping, we are subject to a variety of laws governing online transactions, payment card transactions and the automatic renewal of online agreements.
Because our platform facilitates online payments, including subscription fees and tipping, we are subject to a variety of laws governing online transactions, payment card transactions and the automatic renewal of online agreements. In the U.S., these matters are regulated by, among other things, the federal Restore Online Shoppers Confidence Act and various state laws.
Rumble Services Vision, Products and Differentiation Rumble Services consists of three core businesses: Rumble Video, Rumble Streaming Marketplace and RAC. The collective vision of Rumble Services is to provide creators with the best monetization toolkit on the internet.
The collective vision of Rumble Services is to provide creators with the best monetization toolkit on the internet.
Both platforms, Rumble.com and Locals.com, are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected TV apps including Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV. In aggregate, Rumble Video provides a platform for creators to benefit from our growing advertising business and revenue share model.
Both platforms, Rumble.com and Locals.com, are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected TV apps including but not limited to Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV.
Within the platform, RAC offers a unique set of advertising opportunities for advertisers, including traditional display and pre-roll/mid-roll video advertising in addition to creator sponsorships.
Rumble Advertising Center is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com traffic and also traffic from other publishers in the RAC network. Within the platform, RAC offers a unique set of advertising opportunities for advertisers, including traditional display and pre-roll/mid-roll video advertising in addition to creator sponsorships.
In the U.S., these matters are regulated by, among other things, the federal Restore Online Shoppers Confidence Act (ROSCA) and various state laws. 5 As a U.S.-based company with Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well as Canadian and U.S. laws that restrict trade and certain practices.
As a U.S.-based company with Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well as Canadian and U.S. laws that restrict trade and certain practices.
These have included top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Glenn Greenwald, Matt Kohrs, and Dana White, just to name a few. As a result, our user base has more than tripled in four years, growing from 21 million MAUs (UA) in Q4 2020 to 68 million MAUs (GA4) in Q4 2024.
These top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Matt Kohrs, Barstool Sports, and Dana White, just to name a few. As a result, Rumble’s user base has grown to 52 million MAUs (GA4) as of Q4 2025.
Competition We operate in a challenging environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud, Microsoft Azure and Amazon Web Services.
Marketing efforts will be focused on attracting leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies. 5 Competition We operate in a challenging environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud, Microsoft Azure and Amazon Web Services.
Terms of Service Our content policies, which are available at rumble.com/s/terms , contain politically neutral terms that ensure a safe and respectful exchange of views on the Rumble platform.
Please refer to “Significant Events and Transactions” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report for more information. Terms of Service Our content policies, which are available at rumble.com/s/terms , contain politically neutral terms that ensure a safe and respectful exchange of views on the Rumble platform.
Rumble Streaming Marketplace is enabled by Rumble Studio, a new, patent-pending application designed to enable a first-of-its-kind livestreaming and monetization service for creators.
In aggregate, Rumble Video provides a platform for creators to benefit from our growing advertising business and revenue share model. 2 Rumble Studio is a new, patent-pending application designed to enable a first-of-its-kind livestreaming and monetization service for creators.
Countries outside the U.S. generally do not provide as robust protections for online providers and may instead regulate such entities to a higher degree. For example, in certain countries, online providers may be liable for hosting certain types of content or may be required to remove such content within a short period of time upon notice.
For example, in certain countries, online providers may be liable for hosting certain types of content or may be required to remove such content within a short period of time upon notice. As we expand internationally, we or our customers may also be subject to additional laws that regulate streaming services or online platforms.
Pursuant to the transaction, which closed on February 7, 2025, Tether purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. The Company will use $250 million of the proceeds, after transaction expenses, to support growth initiatives.
(as successor in interest to Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the issuer of the most widely adopted dollar stablecoin globally. Pursuant to the transaction, Tether purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.
Rumble’s existing Board of Directors (“Board”) and governance structure, including Chris Pavlovski’s super-majority voting control, remains unchanged following the transaction.
Rumble’s existing board of directors (“Board”) and governance structure, including Chris Pavlovski’s super-majority voting control, remains unchanged following the transaction. In November 2025, Rumble signed a business combination agreement with Northern Data AG (ETR: NB2), (“Northern Data”) a leader in AI and high-performance-computing (HPC) infrastructure.
The front end of Rumble Cloud, rumble.cloud, is designed to support a self-serve customer acquisition model. Marketing efforts will be focused on attracting leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.
The front end of Rumble Cloud, rumble.cloud, is designed to support a self-serve customer acquisition model.
We have also started to focus on monetizing our user base, with our Average Revenue Per User (“ARPU”) increasing from $0.28 in Q4 2023 to $0.39 in Q4 2024.
We have also begun the initial phases of monetizing our user base, with our Average Revenue Per User (“ARPU”) reaching $0.46 as of Q4 2025.
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(as successor in interest to Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users.
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The CF Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, before transaction expenses. This capital infusion has helped Rumble compete with its big tech and other incumbent competitors.
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Rumble Studio is currently available via desktop and mobile web, as well as iOS and Android mobile applications. 2 Rumble Advertising Center is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com traffic and also traffic from other publishers in the RAC network.
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Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data. The transaction is designed to bolster Rumble Cloud’s portfolio with the addition of approximately 22,400 Nvidia GPUs and a globally distributed network of energized data center locations.
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These investments helped attract high-profile creators to the platform given that, at the time, our advertising revenues were minimal and creators’ earnings on the Rumble Video platform were generally not competitive with the earnings potential offered by the incumbent platforms.
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Strategically, the transaction marks a transformational step in Rumble’s vision of a Freedom-First technology platform, a new way forward for tech rooted in freedom, privacy, independence and resilience. The business combination is expected to close in the second quarter of 2026.
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Rumble Cloud launched and currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads and applications, including: ● Cloud compute; ● Load balancers; ● Object storage; ● Kubernetes orchestration; ● Block storage; and ● Virtual private cloud.
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Upon closing the business combination with Northern Data, Rumble plans to augment its cloud business with an AI infrastructure offering consisting of GPU as a service (GPUaaS) and data center services. Rumble Services Vision, Products and Differentiation Rumble Services consists of four core businesses: Rumble Video, Rumble Studio, Rumble Wallet, and RAC.
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How We Generate Revenue Rumble Cloud launched and currently runs on a subscription model.
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Rumble Wallet is a non-custodial crypto wallet integrated directly into the Rumble platform. At launch, the wallet supports USAT, a U.S.-regulated, dollar-backed stablecoin, Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to tip creators natively in crypto.
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Our website address is included in this report for informational purposes only.
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By embedding crypto payments into the video-sharing platform, Rumble Wallet eliminates the need for intermediaries like ad networks, banks, or payment processors. Creators can now receive direct, fast, and borderless payments from their audiences.
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These investments helped attract high-profile creators to the platform as we matured and grew our monetization channels.
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Through the proposed business combination with Northern Data, Rumble plans to augment its cloud business with an AI infrastructure offering consisting of GPU as a service (GPUaaS) and data center services.
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Specifically, the combination is expected to bring: Immediate Scale in the Cloud & Data Center Business with: ● One of the largest GPU fleets, with 22,400 NVIDIA GPUs, including 20,400 Nvidia H100s and 2,000 Nvidia H200s. ● Access to a globally distributed network of data center locations and several strategically co-located sites. ● Four owned data center locations anchored by Northern Data’s site in Maysville, Georgia which, upon completion, is anticipated to deliver up to 180MW of capacity.
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Expanded International Footprint with: Northern Data’s prominent presence in Europe, with locations extending across Germany, Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, in addition to a growing footprint in the United States. How We Generate Revenue Rumble Cloud launched and currently operates on a subscription model.
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Our website address is included in this report for informational purposes only. Our website and the information contained therein or connected thereto are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition to other risks related to our cloud services business described in these “Risk Factors,” such risks include risks related to: ● our ability to derive an optimal pricing model that enables us to derive sufficient value from our customers while attracting new customers and retaining existing customers; ● our ability to attract and retain highly qualified personnel, particularly software and cloud engineers and sales and customer experience personnel; ● the possibility that we may be unable to maintain and improve our platform performance, especially during peak usage times; ● the possibility that service outages or disruptions negatively impact customer relationships, leading to financial losses and reputational harm; ● the possibility that we may underestimate or overestimate our data center capacity requirements and our capital expenditures on data centers, servers and equipment; ● our ability to obtain or retain standard industry security certifications for our platform and products; ● our exposure to possible liability, regulatory actions, and harm to our reputation if the security of our cloud is breached, resulting in the exposure of our customers’ data, including personal information, to cyber criminals and other nefarious actors; ● hosting by our cloud customers of illegal content, such as pirated media, could result in negative regulatory actions, including pursuant to the DMCA and the EU E-Commerce Directive, resulting in monetary penalties and forced operational halts; ● the possibility that we may be unable to maintain the compatibility of our platform with third-party applications that our customers use in their businesses; and ● our ability to respond to rapid technological changes with new solutions and services offerings.
Biggest changeIn addition to the other risks described in the “Risk Factors” section herein, risks specific to our cloud services business include: ● challenges in establishing and maintaining a pricing model that balances profitability with customer acquisition and retention; 19 ● difficulties in attracting, training, and retaining qualified software engineers, cloud infrastructure specialists, and sales and customer support personnel; ● risks associated with maintaining and enhancing platform stability, scalability, and performance, particularly during periods of high usage; ● potential service outages or disruptions that could harm customer trust, damage our reputation, and result in financial losses; ● misestimating data center capacity requirements or related capital expenditures for servers, storage, and networking infrastructure; ● inability to obtain or maintain necessary security certifications or industry-standard compliance for our platform and services; ● exposure to liability and reputational damage in the event of a data breach or any other cybersecurity incident involving customer or personal information; ● risks that customers may use our platform to host illegal or infringing content, which could lead to regulatory actions, monetary penalties, or enforced service suspensions; ● challenges in maintaining compatibility with third-party applications and integrations critical to our customers’ operations; and ● inability to keep pace with rapid technological changes and evolving customer demands through timely innovation.
In addition, traffic on our mobile platforms may not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if users believe that our competitors offer superior mobile products.
In addition, traffic on our mobile platforms may not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if our users believe that our competitors offer superior mobile products.
The growth of traffic on our mobile products may also slow or decline if our mobile applications are no longer compatible with operating systems such as iOS, Android, Windows or the devices they support. If use of our mobile platforms does not continue to grow, our business and operating results could be adversely affected.
The growth of traffic on our mobile products may also slow or such traffic may decline if our mobile applications are no longer compatible with operating systems such as iOS, Android, Windows, or the devices they support. If the use of our mobile platforms does not continue to grow, our business and operating results could be adversely affected.
Although we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers to, among other things, provide customer support, develop software, host videos uploaded by our users, transcode videos (compressing a video file and converting it into a standard format optimized for streaming), stream videos to viewers, support our cloud services offerings, and process payments.
Although we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers to, among other things, provide customer support, develop software, host videos uploaded by users, transcode videos (compressing a video file and converting it into a standard format optimized for streaming), stream videos to viewers, support our cloud services offerings, and process payments.
We are unlikely to be able to fully offset these losses with any credits we might receive from our vendors. Technologies that enable blocking of certain online advertisements, or that otherwise impair our ability to deliver advertising, could harm our operating results. Newly developed technologies could block or obscure the display of or targeting of our content.
We are unlikely to be able to fully offset these losses with any credits we might receive from our vendors. Technologies that enable blocking of certain online advertisements or otherwise impair our ability to deliver advertising could harm our operating results. Newly developed technologies could block or obscure the display or targeting of our content.
Our ability to generate revenue depends on the development and availability of tools to accurately measure the effectiveness of advertisements on our platform. Most advertisers rely on tools that measure the effectiveness of their ad campaigns or that verify viewability of their ads on a platform in order to allocate their advertising spend among various formats and platforms.
Our ability to generate revenue depends on the development and availability of tools to accurately measure the effectiveness of advertisements on our platform. Most advertisers rely on tools that measure the effectiveness of their ad campaigns or verify the viewability of their ads on a platform in order to allocate their advertising spend among various formats and platforms.
We collect, store, and process large amounts of video content (including videos that are not intended for public consumption) and personal information of our users, cloud customers, and subscribers. We also share such information, where appropriate, with third parties that help us operate our business.
We collect, store, and process large amounts of video content (including videos that are not intended for public consumption) and personal information of our users, cloud customers, and subscribers. We also share such personal information, where appropriate, with third parties that help us operate our business.
The Federal Trade Commission (the “FTC”) expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
Federal Trade Commission (the “FTC”) expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology.
To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology.
In addition, as part of the incentives we offer to certain content creators, Rumble has the right to sell host-read advertisements. As part of these advertisements, the content creator offers a paid endorsement of various products or services.
In addition, as part of the incentives we offer to certain content creators, Rumble has the right to sell host-read advertisements. As part of these advertisements, a content creator offers a paid endorsement of various products or services.
If our reserves are not sufficient to cover these contingencies, such inadequacy could materially adversely affect our business, prospects, financial condition, operating results, and cash flows.
If our reserves are not sufficient to cover these contingencies, such inadequacy could materially and adversely affect our business, prospects, financial condition, operating results, and cash flows.
While these promotions are not endorsements by Rumble of the underlying products or services by Rumble and we require content creators to comply with all applicable laws and regulations, we may be found liable pursuant to existing or newly created rules and regulations by international, federal, and state regulatory authorities, such as the FTC.
While these promotions are not endorsements by Rumble of the underlying products or services and we require content creators to comply with all applicable laws and regulations, we may be found liable pursuant to existing or newly created rules and regulations by international, federal, and state regulatory authorities, such as the FTC.
If securities or industry analysts cease publishing research or reports about Rumble, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
If securities or industry analysts cease publishing research or reports about Rumble or our business or market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about Rumble, our business, market or competitors.
The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about Rumble or our business, market, or competitors.
We believe that our ability to compete effectively for traffic and users depends upon many factors both within and beyond our control, including: ● the popularity, usefulness and reliability of our content compared to that of our competitors; ● the timing and market acceptance of our content; ● the continued expansion and adoption of our content; ● our ability, and the ability of our competitors, to develop new content and enhancements to existing content; ● our ability, and the ability of our competitors, to attract, develop and retain influencers and creative talent; ● the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; ● changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; ● our ability to attract, retain and motivate talented employees; ● the costs of developing and procuring new content, relative to those of our competitors; ● acquisitions or consolidation within our industry, which may result in more formidable competitors; and ● our reputation and brand strength relative to our competitors.
We believe that our ability to compete effectively for traffic and users depends upon many factors both within and beyond our control, including: ● the popularity, usefulness, and reliability of our content compared to that of our competitors; ● the timing and market acceptance of our content; ● the continued expansion and adoption of our content; ● our ability, and the ability of our competitors, to develop new content and enhancements to existing content; ● our ability, and the ability of our competitors, to attract, develop, and retain influencers and creative talent; ● the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; ● changes mandated by, or that we elect to address, legislation, regulatory constraints, or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; ● our ability to attract, retain, and motivate talented employees; ● the costs of developing and procuring new content, relative to those of our competitors; ● acquisitions or consolidation within our industry, which may result in more formidable competitors; and ● our reputation and brand strength relative to our competitors.
Internationally, government regulation concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costs or adversely affect our business.
Internationally, government regulations concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costs, or adversely affect our business.
Such volatility could result in material reductions in the value of our Bitcoin holdings, adversely impacting our financial condition, liquidity, and reported earnings, particularly if we are required to recognize impairment losses under applicable accounting standards. 21 The regulatory environment surrounding Bitcoin remains uncertain and varies widely across jurisdictions.
Such volatility could result in material reductions in the value of our Bitcoin holdings, adversely impacting our financial condition, liquidity, and reported earnings, particularly if we are required to recognize impairment losses under applicable accounting standards. The regulatory environment surrounding Bitcoin remains uncertain and varies widely across jurisdictions.
Noncompliance with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations. We are subject to the U.S. Foreign Corrupt Practices Act (FCPA), U.S. domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries in which we operate.
Noncompliance with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations. We are subject to the U.S. Foreign Corrupt Practices Act, U.S. domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries in which we operate.
Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession, changes in governmental fiscal, monetary and tax policies, among others, could adversely impact our business and operating results.
Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession risks, changes in governmental fiscal, monetary and tax policies, among others, could adversely impact our business and operating results.
For example, as further described in our “Key Business Metrics” section, there is a potential for minor overlap in our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period.
For example, as further described in the “Key Business Metrics” section herein, there is a potential for minor overlap in our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period.
Further, we must continually manage and monitor our content and detect content that violates our terms of service. This content moderation service is provided by Cosmic, a key vendor, and we would experience a significant disruption if Cosmic were no longer able or willing to offer us that service.
Further, we must continually manage and monitor our content and detect content that violates our terms of service. This content moderation service is provided by Cosmic, a key vendor, and we would experience a significant disruption if Cosmic is no longer able or willing to offer us that service.
We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including: ● the size and composition of our user base relative to those of our competitors; ● our ad targeting capabilities, and those of our competitors; ● our ability, and the ability of our competitors, to adapt our respective models to the increasing power and significance of influencers to the advertising community; ● the timing and market acceptance of our advertising content and advertising products, and those of our competitors; ● our marketing and selling efforts, and those of our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; 13 ● the pricing for our advertising products and services relative to those of our competitors; ● the return our advertisers receive from our advertising products and services, and those of our competitors; and ● our reputation and the strength of our brand relative to our competitors.
We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including: ● the size and composition of our user base relative to those of our competitors; ● our ad targeting capabilities, and those of our competitors; ● our ability, and the ability of our competitors, to adapt our respective models to the increasing power and significance of influencers to the advertising community; ● the timing and market acceptance of our advertising content and advertising products, and those of our competitors; ● our marketing and selling efforts, and those of our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; ● the pricing for our advertising products and services relative to those of our competitors; 14 ● the return our advertisers receive from our advertising products and services, and those of our competitors; and ● our reputation and the strength of our brand relative to our competitors.
Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; ● changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; 7 ● we derive the majority of our revenue from advertising.
Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; ● changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; ● we derive the majority of our revenue from advertising.
We have a limited operating history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets.
Our limited operating history makes it difficult to evaluate our business and prospects. We have a limited operating history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets.
Additionally, as we expand into international markets, we may fail to recruit new content creators in those markets, limiting our appeal to international audiences. 16 We have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity.
Additionally, as we expand into international markets, we may fail to recruit new content creators in those markets, limiting our appeal to international audiences. 17 We have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations, and liquidity.
Our goal is to attract even more top creators to our platform, further accelerating our platform’s growth, and we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, even while the content creators maintain sole editorial control over the content they produce.
Our goal is to attract more top creators to our platform, further accelerating our platform’s growth, and we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, while the content creators maintain sole editorial control over the content they produce.
In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or self-regulatory organizations may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding cybersecurity, privacy, data security, data protection and online content.
Further, In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or self-regulatory organizations may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding cybersecurity, privacy, data security, data protection, and online content.
Such content-related legislation also has required us in the past, and may require us in the future, to change our products or business practices. Our responses to content-related legislation may increase our costs or may otherwise adversely impact our operations or our ability to provide services in certain jurisdictions.
Such content-related legislation has required us in the past, and may require us in the future, to change our products or business practices. Our responses to content-related legislation may increase our costs or may otherwise adversely impact our operations or our ability to provide services in certain jurisdictions.
Our CEO may be incentivized to focus on the short-term share price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination Agreement. Mr.
Our CEO may be incentivized to focus on the short-term share price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination Agreement. Mr.
For example, we routinely receive reports from security researchers regarding potential vulnerabilities in our applications. We also rely on open-source software for various functions, which may contain undiscovered security flaws and create additional technical vulnerabilities.
We routinely receive reports from security researchers regarding potential vulnerabilities in our applications. We also rely on open-source software for various functions, which may contain undiscovered security flaws and create additional technical vulnerabilities.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and as such we have relied on, and we expect to continue to rely on, certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and as such we have relied on, and we expect to continue to rely on, certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.
If any of the analysts who may cover Rumble change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline.
If any of the analysts who may cover Rumble change their recommendations regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline.
It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods. 12 Changes to these tools and methodologies could cause inconsistency between current data and previously reported data, which could raise questions about the usefulness of our reported metrics or make it more difficult for investors to accurately assess our performance over time.
It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods. 13 Changes to these tools and methodologies could cause inconsistency between current data and previously reported data, which could raise questions about the usefulness of our reported metrics or make it more difficult for investors to accurately assess our performance over time.
Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: ● our ability to maintain and grow traffic, content uploads, and engagement; ● changes made to other online video sharing platforms, short form video platforms, video streaming services, or changes in the patterns of use of those channels by users; ● our ability to attract and retain advertisers and content creators in a particular period; ● the number of ads shown to our traffic; ● the pricing of our advertising products; ● the diversification and growth of revenue sources beyond current advertising products; ● the development and introduction of new content, products, or services by us or our competitors; ● increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; ● our reliance on key vendor relationships, including our relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation, cybersecurity support, and software development services, and dependence on a small number of customer relationships; ● legislation or judicial activity in Canada, the European Union, or other jurisdictions that forces us to change our content moderation policies and practices, deactivate certain user accounts, or make our platforms unavailable in those jurisdictions; ● the relative interest shown by the public with respect to news and politics, including fluctuations in such interest before, during and after the traditional U.S. election cycle; ● the relative popularity with users of the sports leagues, media and political commentators, online influencers and other personalities with which or with whom we have exclusive contractual arrangements or are otherwise prominently featured on our platform; ● our ability to maintain gross margins and operating margins; and ● system failures or breaches of security or privacy.
Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: ● our ability to maintain and grow traffic, content uploads, and engagement; ● changes made to other online video sharing platforms, short form video platforms, or video streaming services, or changes in the patterns of use of those channels by users; ● our ability to attract and retain advertisers and content creators in a particular period; ● the number of ads shown to our traffic; ● the pricing of our advertising products; ● the diversification and growth of revenue sources beyond current advertising products; ● the development and introduction of new content, products, or services by us or our competitors; 10 ● increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; ● our reliance on key vendor relationships, including our relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”), to provide content moderation, cybersecurity support, and software development services, and our dependence on a small number of customer relationships; ● legislation or judicial activities in Canada, the European Union (the “EU”), or other jurisdictions that may force us to change our content moderation policies and practices, deactivate certain user accounts, or make our platforms unavailable in those jurisdictions; ● the relative interest shown by the public with respect to news and politics, including fluctuations in such interest before, during, or after the traditional U.S. election cycle; ● the relative popularity with users of the sports leagues, media and political commentators, online influencers, and other personalities with which or with whom we have exclusive contractual arrangements or are otherwise prominently featured on our platform; ● our ability to maintain gross margins and operating margins; and ● system failures or breaches of security or privacy.
These licenses, if required, may not be available on acceptable terms or at all. As a result, intellectual property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows. 27 We may face liability for hosting content that allegedly infringes on third-party copyright and trademark rights.
These licenses, if required, may not be available on commercially acceptable terms or at all. As a result, intellectual property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows. We may face liability for hosting content that allegedly infringes on third-party copyright and trademark rights.
If these proposed or similar laws are passed or upheld, if similar future legislation or governmental action is proposed or taken, and if existing protections are limited or removed, changes will be required that could impose additional costs of operation, subject us to additional liability or cause users to abandon our service, any of which could adversely affect our business, results of operations, financial condition and prospects.
If these proposed or similar laws are passed or upheld, if similar future legislation or governmental action is proposed or taken, and if existing protections are limited or removed, changes would be required that could impose additional costs of operation, subject us to additional liability, or cause users to abandon our service, any of which could adversely affect our business, results of operations, financial condition, and prospects.
New or revised tax regulations or court decisions may subject us or our customers to additional sales, income and other taxes. Any of these events could have a material adverse effect on our business, financial condition, and operating results. 29 We are currently under or subject to examination for indirect taxes in various states, municipalities and foreign jurisdictions.
New or revised tax regulations or court decisions may subject us or our customers to additional sales, income and other taxes. Any of these events could have a material adverse effect on our business, financial condition, and operating results. 31 We are currently under or subject to examination for indirect taxes in various states, municipalities and foreign jurisdictions.
Third parties on which we rely for certain of our key metrics may make changes or improvements to their tools and methodologies. For example, starting July 1, 2023, Universal Analytics (UA), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data.
Third parties on which we rely for certain of our key metrics may make changes or improvements to their tools and methodologies. For example, starting July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data.
Some of our shareholders, including content creators to whom we have issued equity, may face legal scrutiny and reputational harm. To the extent these shareholders experience such negative effects and are perceived as being closely associated with Rumble, our business, reputation, financial conditions, results of operations and stock price could be materially adversely affected.
Some of our stockholders, including content creators to whom we have issued equity, may face legal scrutiny and reputational harm. To the extent these stockholders experience such negative effects and are perceived as being closely associated with Rumble, our business, reputation, financial conditions, results of operations, and stock price could be materially and adversely affected.
GAAP”), including arrangements that we assume from an acquisition; ● potential negative perceptions of our acquisitions by customers, financial markets or investors; ● failure to obtain required approvals from governmental authorities under antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected goals of an acquisition; ● potential loss of key employees of the companies we acquire; 17 ● potential security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings; ● difficulties in applying security standards for acquired technology consistent with our other services; ● ineffective or inadequate controls, procedures and policies at the acquired company; ● inadequate protection of acquired intellectual property rights; and ● potential failure to achieve the expected benefits on a timely basis or at all.
GAAP”), including arrangements that we assume from an acquisition; ● potential negative perceptions of our acquisitions by customers, financial markets, or investors; ● failure to obtain required approvals from governmental authorities under antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected goals of an acquisition; ● potential loss of key employees of the companies we acquire; ● potential security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings; ● difficulties in applying security standards for acquired technology consistently with our other services; ● ineffective or inadequate controls, procedures, and policies at the acquired company; 18 ● inadequate protection of acquired intellectual property rights; and ● potential failure to achieve the expected benefits on a timely basis or at all.
User-generated content could affect the quality of our services and deter current or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law. Individuals and groups may upload controversial content to our platform that does not violate our terms of service.
User-generated content could affect the quality of our services and deter current or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violates any law. Individuals and groups may upload controversial content to our platform that does not violate our terms of service.
In addition, due to the global nature of the internet, various states or foreign countries may attempt to impose additional or new regulation on our business or levy additional or new taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce.
In addition, due to the global nature of the internet, various states or foreign countries may attempt to impose additional or new regulations on our business or levy additional or new taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce.
The occurrence of any of these factors, or our inability to successfully mitigate the results of the associated impact, could also damage our reputation, negatively impact our relationships with our customers, and otherwise materially harm our business, results of operations, and financial condition. 19 Negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers.
The occurrence of any of these factors, or our inability to successfully mitigate the results of the associated impact, could also damage our reputation, negatively impact our relationships with our customers, and otherwise materially harm our business, results of operations, and financial condition. 20 Negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers.
Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results which may have a positive effect on Rumble’s share price at the expense of the long-term success of the Company. 33 Substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.
Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results which may have a positive effect on Rumble’s share price at the expense of the long-term success of the Company. 36 Substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.
The growth of our user base, as measured by our current key performance metrics, including monthly active users (MAUs), may not be sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, we may not realize sufficient revenue to achieve or, if achieved, maintain profitability.
The growth of our user base, as measured by our current key performance metrics, including MAUs, may not be sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, we may not realize sufficient revenue to achieve or, if achieved, maintain profitability.
Some of these shareholders, including content creators to whom we have issued equity, may be viewed as controversial by certain media outlets or governments in certain jurisdictions, which may lead to new or enhanced legal or regulatory scrutiny of such individuals and their businesses by federal, state or foreign governments.
Some of these stockholders, including content creators to whom we have issued equity, may be viewed as controversial by certain media outlets or governments in certain jurisdictions, which may lead to new or enhanced legal or regulatory scrutiny of such individuals and their businesses by federal, state, or foreign governments.
Our actions to counter these efforts, whether through litigation or publicity campaigns, may not be successful. Any of the foregoing developments may adversely affect our business and operating results. 14 We may not be able to maintain relationships with existing publishers through RAC and may fail to attract new publishers to our network.
Our actions to counter these efforts, whether through litigation or publicity campaigns, may not be successful. Any of the foregoing developments may adversely affect our business and operating results. 15 We may not be able to maintain relationships with existing publishers through RAC and may fail to attract new publishers to our network.
These incentives have included and may continue to include equity grants or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective of whether the actual revenue or user growth generated by the applicable content creator on our platform meets our original modeled financial projections for that creator. 28 While we believe that the incentives we offer to certain content creators do not alter our liability protections under Section 230, it is possible that future judicial interpretations of the statute will lead to liability for tortious or unlawful materials uploaded to Rumble by those content creators.
These incentives have included and may continue to include equity grants or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective of whether the actual revenue or user growth generated by such content creator on our platform meets our original modeled financial projections for that creator. 30 While we believe that the incentives we offer to certain content creators do not alter our liability protections under Section 230, it is possible that future judicial interpretations of the statute will lead to liability for tortious or unlawful materials uploaded to Rumble by those content creators.
These changes may adversely impact our effective tax rate and harm our financial position and results of operations. We regularly assess the likelihood of adverse outcomes resulting from examinations by the Internal Revenue Service and other domestic and foreign tax authorities to determine the adequacy of our income tax and other tax reserves.
These changes may adversely affect our effective tax rate and harm our financial position and results of operations. We regularly assess the likelihood of adverse outcomes resulting from examinations by the Internal Revenue Service and other domestic and foreign tax authorities to determine the adequacy of our income tax and other tax reserves.
If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face legal claims from users and subscribers.
If our information security safeguards and measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face legal claims from users and subscribers.
To the extent prominent Rumble shareholders experience such reputational harm or other negative effects, Rumble could be perceived as closely associated with such shareholders, and/or such shareholders could seek to divest their equity in Rumble for reasons unrelated to Rumble’s business, and in turn our business, reputation, financial condition, results of operations and stock price could be materially adversely affected. 31 Risks Related to Ownership of Our Securities We are an “emerging growth company” within the meaning of the Securities Act of 1933 (the “Securities Act”) and as such we have relied on, and we expect to continue to rely on, certain exemptions from disclosure requirements available to emerging growth companies.
To the extent prominent stockholders of Rumble experience such reputational harm or other negative effects, Rumble could be perceived as closely associated with such stockholders, and/or such stockholders could seek to divest their equity in Rumble for reasons unrelated to Rumble’s business, and in turn our business, reputation, financial condition, results of operations, and stock price could be materially and adversely affected. 34 Risks Related to Ownership of Our Securities We are an “emerging growth company” within the meaning of the Securities Act of 1933 (the “Securities Act”) and as such we have relied on, and we expect to continue to rely on, certain exemptions from disclosure requirements available to emerging growth companies.
Like other major online platforms, spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider.
Like other major online platforms, spam activities, including inauthentic and fraudulent user activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider.
Our business, financial performance and results of operations could be negatively affected by the impact of these laws and the costs of complying with these laws, which are currently the subject of various legal challenges. 30 In addition, there are pending cases before the judiciary that may result in changes to the protections afforded to internet platforms that, depending on the outcomes, could greatly limit the scope of the current protections.
Our business, financial performance and results of operations could be negatively affected by the impact of these laws and the costs of complying with these laws, which are currently the subject of various legal challenges. 32 In addition, there are pending cases before the judiciary that may result in changes to the protections afforded to internet platforms that, depending on the outcomes, could greatly limit the scope of these protections.
Such risks and uncertainties include, but are not limited to: ● weakened global economic conditions, including the effects of heightened inflation, may affect our business and operating results; ● our limited operating history makes it difficult to evaluate our business and prospects; ● we may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability; ● we may fail to maintain adequate operational and financial resources; ● we may be unsuccessful in attracting new users to our mobile and connected TV offerings; ● our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; ● our business depends on continued and unimpeded access to our content and services on the internet.
Such risks and uncertainties include, but are not limited to: ● weakened global economic conditions may affect our business and operating results; ● our limited operating history makes it difficult to evaluate our business and prospects; ● we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability; ● we may fail to maintain adequate operational and financial resources; ● we may be unsuccessful in attracting new users to our mobile and connected TV offerings; ● our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; ● our business depends on continued and unimpeded access to our content and services on the internet.
At that time, Google Analytics 4 (GA4) succeeded UA as Google’s next-generation analytics platform, which we used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods.
At that time, Google Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which we used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods.
We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will experience ownership dilution.
We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders would experience ownership dilution.
Some of our shareholders may also face negative publicity, reputational harm, legal or regulatory scrutiny or other adverse consequences due to alleged improper conduct that is unrelated to the Rumble platform or the content that we host.
Some of our stockholders may also face negative publicity, reputational harm, legal or regulatory scrutiny, or other adverse consequences due to alleged improper conduct that is unrelated to the Rumble platform or the content that we host.
If we cannot continue to develop and improve our advertising tools in a timely and cost-effective fashion, or if such tools are unreliable, difficult to use, or otherwise unsatisfactory to our advertisers, or if the measurement or verification results are inconsistent with our advertisers’ goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business and operating results. 15 Our cloud services business relies on a small number of key third-party service providers and a small number of customer relationships, the disruption of which could harm our operating results.
If we cannot continue to develop and improve our advertising tools in a timely and cost-effective fashion, or if such tools are unreliable, difficult to use, or otherwise unsatisfactory to our advertisers, or if the measurement or verification results are inconsistent with our advertisers’ goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business and operating results. 16 Our cloud services business depends on a small number of key third-party service providers and a small number of customer relationships, the disruption of which could harm our operating results.
The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever is greater.
The GDPR also imposes strict rules on the transfer of personal data to countries outside the EU that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever is greater.
As a result, our results of operations or financial condition may be materially adversely affected if we experience a cybersecurity-related loss. We may fail to comply with applicable privacy laws.
As a result, our results of operations or financial condition may be materially and adversely affected if we experience a cybersecurity-related loss. 25 We may fail to comply with applicable privacy laws.
The European Union (EU) has recently intensified its efforts to regulate online speech, primarily through the Digital Services Act (DSA), which came into effect in 2023. The DSA imposes strict requirements on digital services providers to combat “illegal” content, including “hate speech” and “disinformation,” with significant fines for noncompliance.
The EU has recently intensified its efforts to regulate online speech, primarily through the DSA, which came into effect in 2023. The DSA imposes strict requirements on digital services providers to combat “illegal” content, including “hate speech” and “disinformation,” with significant fines for noncompliance.
Pavlovski, the CEO and controlling shareholder of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination Agreement. Such shares will vest in the event certain share price thresholds are satisfied, but if such price thresholds are not satisfied in the applicable time periods, such shares will be forfeited and cancelled.
Pavlovski, the CEO and controlling stockholder of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination Agreement. Such shares will vest in the event certain share price thresholds are satisfied, but if such price thresholds are not satisfied in the applicable time periods, such shares will be forfeited and cancelled.
Even if we have not violated these laws, government investigations and private lawsuits into these issues typically require the expenditure of significant resources and generate negative publicity, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Even if we have not violated these laws, government investigations and private lawsuits into these issues typically require the expenditure of significant internal and external resources and generate negative publicity, which could have a material adverse effect on our business operations, financial condition, and prospects.
Furthermore, certain countries, enforce data localization laws requiring that data generated within their borders be stored on local servers, which may conflict with our global operational model and necessitate costly infrastructure investments or limit our ability to serve customers efficiently.
Furthermore, certain countries enforce data localization laws requiring that data generated within their borders be stored on local servers, which may conflict with our global operational model and necessitate costly infrastructure investments or limit our ability to serve users and subscribers efficiently.
Our shareholders include prominent voices and businesses in alternative media, politics, banking, capital markets, cryptocurrencies and digital assets, as well as sports leagues, online influencers and other personalities.
Our stockholders include prominent voices and businesses in alternative media, politics, banking, capital markets, cryptocurrencies, and digital assets, as well as sports leagues, online influencers, and other personalities.
If our existing third-party service agreements terminate for any reason, or if the commercial terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability.
If our existing third-party service agreements with them are terminated for any reason, or if the commercial terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability.
We rely on our existing content creators, and on the recruiting of new content creators. The loss of a material portion of our existing content creators could result in material harm to our business and results of operations.
We rely on our existing content creators and on the recruitment of new content creators. The loss of a material portion of our existing content creators could result in material harm to our business and results of operations.
Spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators and may negatively impact our reputation.
Spam activities, including inauthentic and fraudulent user activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators and may negatively impact our reputation.
For example, as we further expand internationally, it is possible that foreign governments may use investigations or the threat of legal action against certain of our shareholders in an effort to undermine our business, our ability to secure advertisers and cloud revenue, and the overall attractiveness of our platform to content creators and audiences.
For example, as we further expand internationally, it is possible that foreign governments may use investigations or the threat of legal actions against certain of our stockholders in an effort to undermine our business, our ability to secure advertisers and cloud revenue, and the overall attractiveness of our platform to content creators and audiences.
Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates and enacted tax rules, including transfer pricing. There may also be tax costs associated with distributions between our subsidiaries. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates, and enacted tax rules, including transfer pricing. There may also be tax costs associated with distributions among our subsidiaries. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant changes.
New laws in Canada, along with laws under consideration in the European Union and other jurisdictions in which we operate, may also require us to change our content moderation practices or privacy policies in ways that harm our business or create the risk of fines or other penalties for noncompliance.
New laws in Canada, along with laws under consideration or in enforcement in the EU and other jurisdictions in which we operate, may also require us to change our content moderation practices or privacy policies in ways that harm our business or create the risk of fines or other penalties for noncompliance.
In addition, a substantial portion of our revenue is derived from one advertiser accounting for approximately 16% and 46% of our revenue for the years ended December 31, 2024 and 2023, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us.
In addition, a substantial portion of our revenue is derived from one advertiser, accounting for approximately 5% and 16% of our revenue for the years ended December 31, 2025 and 2024, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us.
If a significant amount of content that violates our terms of service were not detected and removed by us in a timely manner, or if a significant amount of information was perceived by users or the media to violate our terms of service, whether or not such perceptions were accurate, our brand, business and reputation could be harmed.
If a significant amount of content that violates our terms of service is not detected and removed by us in a timely manner, or if a significant amount of information is perceived by users or the media to violate our terms of service, whether or not such perceptions are accurate, our brand, business and reputation could be harmed.
In the event that it is more difficult to access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.
In the event that it becomes more difficult to access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting, and monetization could be harmed and our business and operating results could be adversely affected. 12 Our business depends on continued and unimpeded access to our content and services on the internet.
It is possible that new, escalated or ongoing military conflicts, including the ongoing Russia-Ukraine war and Israel-Hamas war, could result in increased cyber-attacks or cybersecurity incidents by state actors or others.
It is possible that new, escalated or ongoing military conflicts, including the ongoing Russia-Ukraine war, could result in increased cyber-attacks or cybersecurity incidents by state actors or others.
Substantially all of our issued and outstanding shares are freely transferable and/or registered for resale on registration statements filed with the SEC. Recently, our registration rights agreement with Tether required us to register all shares held by Tether under the Securities Act.
Substantially all of our issued and outstanding shares of Class A Common Stock are freely transferable and/or registered for resale on registration statements filed with the SEC. Recently, our registration rights agreement with Tether required us to register all shares of Class A Common Stock held by Tether under the Securities Act.
Additionally, our operating expenses will increase if the number of platforms for which we develop our product expands.
Additionally, our operating expenses would increase if the number of platforms for which we develop our product expands.
Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate term, but which we believe positions our business for the long term. As of December 31, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $30 million.
Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate term, but which we believe position our business for the long term. As of December 31, 2025, we had entered into programming and content agreements with a minimum contractual cash commitment of $45 million.
The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and operating results. For the years ended December 31, 2024 and 2023, advertising revenue represents 66% and 74% of total revenue.
The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and operating results. For the years ended December 31, 2025 and 2024, advertising revenue represents 50% and 66% of total revenue, respectively.
If we fail to deliver our product to the desired specifications of these initial customers, or if these initial customers terminate their cloud services agreements for any reason, future customers may doubt our ability to offer cloud services, which would negatively impact our revenues, public reputation, and profitability.
If we fail to deliver our products and services to the desired specifications of these initial customers, or if these initial customers terminate their cloud services agreements for any reason, future customers may question our ability to offer adequate cloud services, which would negatively impact our revenues, public reputation, and profitability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, our Incident Response process is designed to ensure that the Board receives timely notifications and reports, particularly with respect to any material cybersecurity incident, so that they are aware of any material incident and can provide oversight and direction as part of the response and remediation process. 36 Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks.
Biggest changeIn addition, our Incident Response process is designed to ensure that the Board receives timely notifications and reports, particularly with respect to any material cybersecurity incident, so that they are aware of any material incident and can provide oversight and direction as part of the response and remediation process.
This security training will be focused on overall InfoSec, privacy best practices, and review of company policies. ● We have formed and maintain a 24/7 Security Operations Center (SOC)/Network Operations Center (NOC) that continually monitors our key systems and logs. ● We have an incident response and escalation process that is designed to detect cyber incidents and react in an appropriate manner to reduce any related damage. ● We conduct tabletop exercises related to business continuity planning and disaster recovery, as well as incident responses for our SOC/NOC Operations team ● Our Board is regularly updated regarding the current state of InfoSec, its future roadmap, and any significant or material cybersecurity incidents.
This security training will be focused on overall InfoSec, privacy best practices, and review of company policies. 45 ● We have formed and maintain a 24/7 Security Operations Center (SOC)/Network Operations Center (NOC) that continually monitors our key systems and logs. ● We have an incident response and escalation process that is designed to detect cyber incidents and react in an appropriate manner to reduce any related damage. ● We conduct tabletop exercises related to business continuity planning and disaster recovery, as well as incident responses for our SOC/NOC Operations team ● Our Board is regularly updated regarding the current state of InfoSec, its future roadmap, and any significant or material cybersecurity incidents.
As appropriate, our CTO and Director of InfoSec report to the Board on a broad range of topics, including any significant cybersecurity risks, the status of ongoing projects, future roadmap planning, updates to the company’s PPP, and other relevant updates to our InfoSec operations and stance.
As appropriate, our CTO and CISO report to the Board on a broad range of topics, including any significant cybersecurity risks, the status of ongoing projects, future roadmap planning, updates to the company’s PPP, and other relevant updates to our InfoSec operations and stance.
All potential risks are identified, quantified, and categorized in such a manner that they can be ranked and presented to senior management for appropriate disposition (such as avoidance, acceptance, mitigation, etc.). Our CTO and Director of InfoSec have the primary responsibility for managing our cybersecurity program and efforts.
All potential risks are identified, quantified, and categorized in such a manner that they can be ranked and presented to senior management for appropriate disposition (such as avoidance, acceptance, mitigation, etc.). Our CTO and CISO have the primary responsibility for managing our cybersecurity program and efforts.
Combined, these individuals have more than 50 years of experience related to corporate information security governance, data and network security, data governance, risk management, and overall secure practices involved with InfoSec. ● We have implemented a risk management process and formed a Risk Management Committee, which consists of members of our management team, including members with technical expertise, to identify, evaluate and categorize any potential InfoSec risks. ● We perform vulnerability testing and penetration testing at routine intervals to assure that our InfoSec posture remains vigilant. ● We utilize and maintain third-party security vendors, as necessary, to provide assistance with a variety of security efforts. ● We are reviewing our security training protocols to ensure all employees received annual security training for all employees.
Our internal Risk Management Committee, described below, reviews our PPP at least annually to assure continuing relevance and effectiveness. ● We maintain a dedicated, fully staffed and qualified Information Security team that reports to the office of the Chief Technology Officer (CTO) and is currently led by the Chief Information Security Officer (CISO). ● We have implemented a risk management process and formed a Risk Management Committee, which consists of members of our management team, including members with technical expertise, to identify, evaluate and categorize any potential InfoSec risks. ● We perform vulnerability testing and penetration testing at routine intervals to assure that our InfoSec posture remains vigilant. ● We utilize and maintain third-party security vendors, as necessary, to provide assistance with a variety of security efforts. ● We are reviewing our security training protocols to ensure all employees received annual security training for all employees.
Removed
Our internal Risk Management Committee, described below, reviews our PPP at least annually to assure continuing relevance and effectiveness. ● We maintain a dedicated, fully staffed and qualified Information Security team that reports to the office of the Chief Technology Officer (CTO) and is currently led by the Director of Information Security (InfoSec).
Added
Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe intend to procure additional space in the future as we continue to add employees and expand geographically. We also believe that, if we require additional space, we will be able to lease additional facilities on commercially reasonable terms.
Biggest changeWe intend to procure additional space in the future as we continue to add employees and expand geographically. We also believe that, if we require additional space, we will be able to lease additional facilities on commercially reasonable terms. 46

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn June 2021, Google filed a partial motion to dismiss the lawsuit and a motion to strike; in July 2022, the court denied Google’s motion. Discovery has concluded, and the court heard argument on Google’s motion for summary judgment in February 2025. Trial was scheduled for May 2025, but has been moved to July 7, 2025.
Biggest changeThe court heard arguments on Google’s motion for summary judgment in February 2025. The trial was scheduled for July 7, 2025. On May 21, 2025, the court granted Google’s motion for summary judgment on statute of limitations grounds and dismissed the case. The Company has filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit.
The law would require online platforms to receive reports about posts related to elections, public officials, and candidates for office that are deemed “materially deceptive,” then remove or label the content.
The law would require online platforms to receive reports about posts related to elections, public officials, and candidates for office that are deemed “materially deceptive”, then remove or label the content.
In November 2024, we filed a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the Eastern District of California to enjoin the enforcement of AB 2655, a recently enacted state law regulating online platforms.
Court of Appeals for the Third Circuit. 47 In November 2024, we filed a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the Eastern District of California to enjoin the enforcement of AB 2655, a recently enacted state law regulating online platforms.
KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth $419.0 million (based on the value ascribed to the shares of Rumble in the Business Combination), together with other damages including punitive damages and costs.
KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth USD 419.0 million (based on the value ascribed to our Class A Common Shares in the ND Business Combination), together with other damages including punitive damages and costs.
In August 2024, we filed an amended complaint, and in September 2024, Google filed a motion to dismiss. In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing proceeding, In re: Google Digital Advertising Antitrust Litigation (JPML No. 3010).
This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021. In August 2024, we filed an amended complaint, and in September 2024, Google filed a motion to dismiss. In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing proceeding, In re: Google Digital Advertising Antitrust Litigation (JPML No. 3010).
The case is currently in discovery. Although we believe that the allegations are meritless and intend to vigorously defend against them, the result or impact of such claims is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses.
Although we believe that the allegations are meritless and intend to vigorously defend against them, the result or impact of such claims is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses. A mediation session was held in April 2025. No settlement was reached.
The court denied, without prejudice, Rumble’s motion for a TRO on the grounds that the matter was not ripe for judicial review. The court noted that Justice Moraes’s pronouncements and directives had not been properly served on Rumble, that Rumble was not obligated to comply with such pronouncements and directives, and that no U.S. entity was required to enforce them.
The court noted that Justice Moraes’s pronouncements and directives had not been properly served on Rumble, that Rumble was not obligated to comply with such pronouncements and directives, and that no U.S. entity was required to enforce them. We filed an amended complaint on June 6, 2025.
In addition, in May 2024, we filed a second antitrust lawsuit against Google in the U.S. District Court for the Northern District of California related to Google’s monopolization of the online advertising market. This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021.
The District Court deferred to rule on that motion, leaving it to the Ninth Circuit Court of Appeals to render its determination. In addition, in May 2024, we filed a second antitrust lawsuit against Google in the U.S. District Court for the Northern District of California related to Google’s monopolization of the online advertising market.
The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit; that appeal remains pending. In November 2023, we filed a defamation lawsuit in the U.S.
In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law. The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit.
Mediation is scheduled for April 14, 2025. 37 Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law.
The Company filed its third amended complaint on January 30, 2026. The case remains in discovery. Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law.
Stebbins, who is not represented by counsel, alleges six counts of copyright infringement and one count of slander and seeks injunctive relief and $900,000 in damages from Rumble. We have not yet been formally served with the lawsuit and believe that the allegations are meritless.
District Court for the District of Delaware naming Rumble and an unaffiliated entity doing business as “The Specter Report” as defendants. Mr. Stebbins, who is not represented by counsel, alleges six counts of copyright infringement and one count of slander and seeks injunctive relief and USD 900,000 in damages from Rumble.
In February 2025, Rumble filed a complaint and a request for a Temporary Restraining Order (“TRO”) in the U.S. District Court for the Middle District of Florida against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders issued by him against Rumble.
District Court for the Middle District of Florida against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders issued by him against Rumble. The court denied, without prejudice, Rumble’s motion for a TRO on the grounds that the matter was not ripe for judicial review.
After common questions of facts are resolved in the Multidistrict Litigation proceeding, its case would be transferred back to the Northern District of California for trial. A second amended compliant will be filed during the week of March 24, 2025. In January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr.
After common questions of fact are resolved in the Multidistrict Litigation proceeding, this case would be transferred back to the Northern District of California for trial. A second amended complaint was filed in April 2025. Google sought leave to file a motion to dismiss, which motion was filed on August 1, 2025.
Removed
District Court for the Middle District of Florida against Nandini Jammi and Claire Atkin, co-founders of an organization that targets news outlets and platforms that do not adhere to their political worldview.
Added
The Company’s appeal brief was filed on September 10, 2025. Google’s opposition brief was filed on November 10, 2025 and the Company’s reply was filed on December 1, 2025.
Removed
The lawsuit seeks actual, presumed, and punitive damages against Jammi and Atkin for their defamatory statements about Rumble, in addition to all costs and fees associated with the case. We have also asked the court to prohibit the defendants from repeating their false statements. In May 2024, the defendants filed a motion to dismiss for failure to state a claim.
Added
In addition, on November 12, 2025, the Company filed a notice of motion for an indicative ruling on a request for recusal and reassignment on the grounds that the District Court’s impartiality might reasonably be questioned in light of newly discovered facts.
Removed
The court held a hearing on that motion on November 7, 2024. Both parties filed motions for summary judgment. The defendants filed a notice to withdraw their consent to a joint motion to extend the case deadlines by six months and also withdrew their motion to dismiss. Rumble subsequently filed a motion to deny defendants’ motion for summary judgment.
Added
The Company’s response to such motion to dismiss was filed on October 3, 2025. In January 2026, the Court granted in part and denied in part Google’s motion. The case is ongoing. In January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr.
Removed
In August 2024, we filed an antitrust lawsuit in the U.S. District Court for the Northern District of Texas against the World Federation of Advertisers, WPP plc, and GroupM Worldwide LLC alleging a conspiracy to withhold advertising revenue from Rumble and other digital media platforms.
Added
In a 2-1 decision, the court held that if the law were interpreted in accordance with the Company’s position, it would be unconstitutional; that said, they believe a different interpretation of the law is possible and have certified the questions to the state high court to interpret the law, putting off a federal appellate ruling on constitutionality.
Removed
The lawsuit seeks a declaration that the defendants’ conduct is illegal, a permanent injunction against the conduct, damages, interest, and legal fees, among other relief. In September 2024, we filed an amended complaint, which added Diageo plc as a defendant. The defendants’ filed a motion to dismiss on February 21, 2025. Rumble’s answer is due on April 15, 2025.
Added
The Company’s brief was filed with the State of New York Court of Appeals on February 4, 2026. The injunction remains in place while the state court reviews. In October 2024, plaintiff David Stebbins filed a lawsuit in the U.S.
Removed
In October 2024, plaintiff David Stebbins filed a lawsuit in the U.S. District Court for the District of Delaware naming Rumble Inc. and an unaffiliated entity doing business as “The Specter Report” as defendants. Mr.
Added
We have not yet been formally served with the lawsuit and believe that the allegations are meritless. The court dismissed the case against the Company in May 2025. The plaintiff appealed to the U.S.
Removed
Item 4. Mine Safety Disclosures Not Applicable. 38 Part II
Added
A further stay of enforcement was issued by the court through October 25, 2025. The summary judgment hearing took place on August 5, 2025. The judge granted our summary judgment motion from the bench. He ruled that Section 230 preempted all of AB 2655 and subsequently issued a permanent injunction against the enforcement of AB2655.
Added
The state of California filed its appeal brief on January 12, 2026. The Company’s answer will be filed on March 11, 2026. In February 2025, we filed a complaint and a request for a Temporary Restraining Order (“TRO”) in the U.S.
Added
We filed a request to supplement the amended complaint on July 13, 2025 in response to a new illegal blocking order from Justice Moraes and filed a further amended complaint on July 16, 2025, which the Company attempted to serve via the Hague Service Convention. The Company filed a motion for alternative service on February 2, 2026.
Added
In April 2025, along with Rebel News, we filed a lawsuit in the Ontario Superior Court of Justice against Canada, Canada Lands Company, et al alleging that the defendants tried to block two lawful and peaceful public gatherings celebrating free speech in the Toronto area in 2024. Certain parties have been removed from the action. The case is ongoing.
Added
In June 2025, we were served with a lawsuit from an individual named Michael Goldstein, alleging that the Company violated the California Invasion of Privacy Act by improperly disclosing personally identifiable information by way of the Facebook Pixel. The case was brought in a California state court. The case was moved to federal court in the U.S.
Added
District Court for the Central District of California. The Company filed a motion to dismiss on August 18, 2025. The plaintiff responded on September 18, 2025, to which the Company replied on October 9, 2025. On November 6, 2025, the Court granted the Company’s Motion to Dismiss, with leave to amend.
Added
On December 5, 2025, the Plaintiff filed his amended complaint. The Company filed its Motion to Dismiss on January 26, 2026. As with prior privacy-related lawsuits, we believe that the plaintiff’s allegations are meritless. Item 4. Mine Safety Disclosures Not Applicable. 48 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed3 unchanged
Biggest changeHolders of Record As of March 20, 2025, there were (i) 170 shareholders of record of our Class A Common Stock, (ii) 9 shareholders of record of our Class C Common Stock, (iii) one shareholder of record of our Class D Common Stock and (iv) 14 holders of record of our warrants to purchase our Common Stock.
Biggest changeHolders of Record As of March 1, 2026, there were (i) 157 shareholders of record of our Class A Common Stock, (ii) 9 shareholders of record of our Class C Common Stock, (iii) one shareholder of record of our Class D Common Stock and (iv) 12 holders of record of our warrants to purchase our Common Stock.
The SEC requires the Company to include a line graph presentation comparing cumulative five-year common stock returns, or in the case of Rumble, the date of the consummation of the Business Combination, with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company.
The SEC requires the Company to include a line graph presentation comparing cumulative five-year common stock returns, or in the case of Rumble, the date of the consummation of the ND Business Combination, with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock and Warrants are listed on The Nasdaq Global Market under the symbols “RUM” and “RUMBW”, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock and Warrants are listed on Nasdaq under the symbols “RUM” and “RUMBW”, respectively.
The graph assumes a beginning investment of $100 on September 16, 2022, the date of the consummation of the Business Combination, and that all dividends are reinvested. We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 39 Item 6. [Reserved]
The graph assumes a beginning investment of $100 on September 16, 2022, the date of the consummation of the ND Business Combination, and that all dividends are reinvested. We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 49 Item 6. [Reserved]
It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not anticipated that our board of directors will declare dividends in the foreseeable future.
It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not anticipated that our Board will declare dividends in the foreseeable future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

72 edited+25 added−16 removed33 unchanged
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar and percentage change between the two periods: For the year ended December 31, 2024 2023 Variance ($) Variance (%) Revenues $ 95,488,190 $ 80,963,451 $ 14,524,739 18 % Expenses Cost of services (content, hosting and other) $ 138,472,266 $ 146,156,734 $ (7,684,468 ) (5 )% General and administrative 36,646,307 37,125,296 (478,989 ) (1 )% Research and development 18,923,319 15,721,663 3,201,656 20 % Sales and marketing 17,330,925 13,427,021 3,903,904 29 % Acquisition-related transaction costs - 1,151,318 (1,151,318 ) (100 )% Amortization and depreciation 13,614,587 4,850,812 8,763,775 181 % Changes in fair value of contingent consideration 1,354,357 (1,922,381 ) 3,276,738 (170 )% Total expenses 226,341,761 216,510,463 9,831,298 5 % Loss from operations (130,853,571 ) (135,547,012 ) 4,693,441 (3 )% Interest income 8,083,903 13,594,463 (5,510,560 ) (41 )% Other expense (207,431 ) (125,511 ) (81,920 ) 65 % Change in fair value of warrant liability (32,694,697 ) 2,365,895 (35,060,592 ) (1,482 )% Change in fair value of derivative (184,699,998 ) - (184,699,998 ) *NM Loss before income taxes (340,371,794 ) (119,712,165 ) (220,659,629 ) 184 % Income tax benefit 2,009,015 3,291,703 (1,282,688 ) (39 )% Net loss $ (338,362,779 ) $ (116,420,462 ) $ (221,942,317 ) 191 % * NM- Percentage change not meaningful. 45 Revenues Revenues increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which $10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives.
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations for the years ended December 31, 2025 and 2024: For the year ended December 31, 2025 2024 Revenues $ 100,622,320 $ 95,488,190 Expenses Cost of services (content, hosting and other) $ 107,383,833 $ 138,472,266 General and administrative 48,738,522 36,646,307 Research and development 18,743,630 18,923,319 Sales and marketing 23,892,235 17,330,925 Acquisition-related transaction costs 13,303,532 - Amortization and depreciation 14,564,535 13,614,587 Change in fair value of digital assets 649,638 - Change in fair value of contingent consideration - 1,354,357 Total expenses 227,275,925 226,341,761 Loss from operations (126,653,605 ) (130,853,571 ) Interest income 10,419,139 8,083,903 Other expense (10,643 ) (207,431 ) Change in fair value of warrant liability 24,781,975 (32,694,697 ) Change in fair value of derivative 9,700,000 (184,699,998 ) Loss before income taxes (81,763,134 ) (340,371,794 ) Income tax (expense) benefit (67,228 ) 2,009,015 Net loss $ (81,830,362 ) $ (338,362,779 ) 55 Revenues Year Ended December 31, 2025 2024 $ Change % Change Revenues $ 100,622,320 $ 95,488,190 $ 5,134,130 5 % Revenues increased by $5.1 million to $100.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, of which $3.0 million was attributable to an increase in Audience Monetization revenues, in addition to higher Other Initiatives revenues of $2.1 million.
Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems, 3 we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs.
Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs.
In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and ● Other cost of services such as third-party service provider costs, including data center and networking, as well as payment processing fees and costs paid to publishers.
In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and 51 ● Other cost of services such as third-party service provider costs, including data center and networking, as well as payment processing fees and costs paid to publishers.
Change in Fair Value of Warrant Liability We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with Business Combination do not meet the criteria for equity classification, and must be recorded as liabilities.
Change in Fair Value of Warrant Liability We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the ND Business Combination do not meet the criteria for equity classification, and must be recorded as liabilities.
Google defines “active users” as the “[n]umber of distinct users who visited your website or application.” 1 We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.
Google defines “active users” as the “[n]umber of distinct users who visited your website or application.” We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.
Although Google has disclosed certain information regarding the transition to GA4, 2 Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs.
Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs.
Monthly Active Users (“MAUs”) We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis.
Monthly Active Users We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business” section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the years ended December 31, 2024 and 2023 (“consolidated financial statements”) and other information included elsewhere in this Annual Report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business” section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the years ended December 31, 2025 and 2024 (“consolidated financial statements”) and other information included elsewhere in this Annual Report.
Audience Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium; Locals and badges; revenues generated from content that is licensed by third-parties; pay-per-view; and fees from tipping and platform hosting fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.
Audience Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium; Locals and badges; revenues generated from content that is licensed by third-parties; and fees from tipping and platform hosting fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent.
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest U.S. GAAP equivalent.
The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.
The decrease in net cash used in operating activities during the year ended December 31, 2025 compared to the year ended December 31, 2024 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.
As a result, the arrangement is accounted for as a derivative, initially and subsequently measured at fair value with changes through net loss. See Note 17 for information regarding the estimation of the fair value of the derivative.
As a result, the arrangement is accounted for as a derivative initially and subsequently measured at fair value with changes through net loss. See Note 16 for information regarding the estimation of the fair value of the derivative.
As we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators, including sports leagues. As of December 31, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $30 million.
As we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators, including sports leagues. As of December 31, 2025, we had entered into programming and content agreements with a minimum contractual cash commitment of $45 million.
As of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data.
As of July 1, 2023, UA, Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data.
At that time, Google Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods.
At that time, GA4 succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods.
These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. We use the non-U.S.
Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.
Our shares of Class A common stock and warrants are traded on Nasdaq under the symbols “RUM” and “RUMBW”, respectively.
The fair value of this forward purchase contracts were measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.
The fair value of these forward purchase contracts was measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The increase relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.
We use the non-GAAP financial measure of: Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net; provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related expense, change in fair value of warrants, change in fair value of contingent consideration, and change in the fair value of derivative.
GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital assets, change in fair value of contingent consideration, and change in the fair value of derivative.
Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.
Because the derivative meets the definition of a liability under ASC 815, it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statements of operations in the applicable period of change.
A significant amount of these minimum contractual cash commitments will be paid over 12 to 24 months, commencing in 2025.
A significant amount of these minimum contractual cash commitments will be paid over 12 to 36 months, commencing in 2026.
We will not, however, succeed in identifying and removing all spam. MAUs (GA4) were 68 million on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024.
We will not, however, succeed in identifying and removing all spam. MAUs (GA4) were 52 million on average in the fourth quarter of 2025, an increase of 11% from the third quarter of 2025.
Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed.
Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. The trade and barter expense is recorded in sales and marketing expenses in the consolidated statements of operations.
Research and development expenses also include consultant fees related to our development activities to originate, develop and enhance our platforms. Sales and Marketing Expenses Sales and marketing expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees associated with our sales and marketing functions.
Research and Development Expenses Research and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering and development teams. Research and development expenses also include consultant fees related to our development activities to originate, develop and enhance our platforms.
Other Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services. Refer to Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.
Other Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services, and license agreements related to Rumble Player. Refer to Note 2, Summary of Significant Accounting Policies, under “Item 8.
As part of the closing of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share (the “Tender Offer”), for a total of $525 million, excluding fees and expenses related to the Tender Offer.
As part of the closing of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share for a total of $525 million, excluding fees and expenses related to the tender offer. On November 10, 2025, the Company entered into the ND Business Combination Agreement.
Because the contingent consideration meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.
Because the contingent consideration meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statements of operations in the applicable period of change. 52 Non-Operating Income and Other Items Interest Income Interest income consists of interest earned on our cash and cash equivalents.
As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP.
As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with U.S. GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S.
As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq.
The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period.
The increase was due to an increase of $2.0 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $6.8 million. 46 Change in Fair Value of Contingent Consideration Change in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The increase was due to an increase of $0.5 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $0.4 million. 57 Change in Fair Value of Digital Assets Year Ended December 31, 2025 2024 $ Change % Change Change in fair value of digital assets $ 649,938 $ - $ 649,938 NM NM – not meaningful Change in fair value of digital assets expense increased by $0.6 million to $0.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million in other cost of services including payment processing fees and costs paid to publishers.
The decrease was primarily due to a reduction in programming and content costs of $33.9 million, offset by an increase in other costs of services of $2.8 million.
The trade and barter expense is recorded in sales and marketing expense in the consolidated statement of operations. 51 Arrangement to Sell Shares to Tether (Unit of Account) The Company applied judgement in determining whether the support agreements and agreement to sell shares to Tether were a single unit or multiple units of account.
Arrangement to Sell Shares to Tether (Unit of Account) The Company applied judgment in determining whether the support agreements and agreement to sell shares to Tether were a single unit or multiple units of account.
New Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024 and 2023. JOBS Act Accounting Election We are an emerging growth company, as defined in the JOBS Act.
New Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, in the accompanying notes to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” JOBS Act Accounting Election We are an emerging growth company, as defined in the JOBS Act.
The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31, 2023 was mainly driven by decreases in purchases of property and equipment and marketable securities, which were partially offset by a rise in spending on intangible assets.
The increase in net cash used in investing activities during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to the investment in digital assets, offset by a decrease in purchases of property, equipment and intangible assets.
Accordingly, we believe that these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. For further information on the summary of significant accounting policies and the effect on our consolidated financial statements, see Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.
Accordingly, we believe that these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change. 42 Change in Fair Value of Derivative The forward purchase contracts in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”).
As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statements of operations in the applicable period of change.
As a public company, we expect to continue to incur material costs related to compliance with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs. 41 Research and Development Expenses Research and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering and development teams.
As a public company, we expect to continue to incur material costs related to compliance with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs.
Uncertain tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain income tax positions.
Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. 62 Uncertain tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain income tax positions.
MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month, 4 which allows us to measure our total user base calculated from data provided by Google. 5 Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods.
It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent periods. 53 MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google.
As part of the transaction, which closed on February 7, 2025, Tether purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.
Significant Events and Transactions On February 7, 2025, Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world, purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.
Sales and marketing expenses also include consultant fees and direct marketing costs related to the promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we promote our platform and brand, increase marketing activities, and grow domestic and international operations.
We expect our sales and marketing expenses to increase over time as we promote our platform and brand, increase marketing activities, and grow domestic and international operations. Acquisition-Related Transaction Costs Acquisition-related transaction costs consist of professional fees and other expenses incurred in connection with acquisition-related initiatives.
The change in fair value of contingent consideration was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met. Interest Income Interest income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The change in fair value of contingent consideration for the year ended December 31, 2024 was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met. No comparable change occurred following the derecognition and reclassification of the contingent consideration to equity on May 15, 2024.
Other Expense Other expense consists of miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to gains and losses on transactions denominated in currencies other than the U.S. dollar.
We invest in highly liquid securities such as money market funds, treasury bills and term deposits. Other Income (Expense) Other income (expense) consists of miscellaneous income earned and expenses incurred outside of the normal course of business as well as foreign exchange gains and losses on transactions denominated in currencies other than the U.S. dollar.
Amortization and Depreciation Amortization and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Amortization and Depreciation Year Ended December 31, 2025 2024 $ Change % Change Amortization and depreciation $ 14,564,535 $ 13,614,587 $ 949,948 7 % Amortization and depreciation increased by $0.9 million to $14.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 consisted of $7.2 million in purchases of property, equipment, and intangible assets, $9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1 million in the sale of marketable securities.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025 consisted of $7.0 million in purchases of property, equipment, and intangible assets, and $19.1 million in the purchase of digital assets.
We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute dollar amounts for the foreseeable future. Cost of Services (Exclusive of Amortization and Depreciation) Cost of services consists of costs related to obtaining, supporting and hosting the Company’s product offerings.
The most significant components of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs. We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute dollar amounts for the foreseeable future.
We also believe that fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial.
Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial.
Financing Activities Net cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised.
Share issuance costs of $29.4 million were incurred in connection with the transaction. Additionally, the net cash provided by financing activities includes $3.2 million from proceeds related to stock options exercised and employee stock purchase plan contributions, offset by $3.3 million in taxes paid from the net share settlement of share-based compensation.
Expenses Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, and changes in fair value of contingent consideration. The most significant component of our expenses on an ongoing basis are programming and content.
Financial Statements and Supplementary Data.” Expenses Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, change in fair value of digital assets, and change in fair value of contingent consideration.
We account for equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service period of the award.
Financial Statements and Supplementary Data.” Share-based Compensation The Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants. We account for equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service period of the award.
The following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023: Year ended December 31, Net cash provided by (used in): 2024 2023 Variance ($) Operating activities $ (87,010,475 ) $ (92,911,313 ) $ 5,900,838 Investing activities (15,644,135 ) (23,771,314 ) 8,127,179 Financing activities (1,665,148 ) (2,147,994 ) 482,846 Operating Activities Net cash used in operating activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7 million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation, $13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating assets and liabilities.
The following table presents a summary of the consolidated statements of cash flows: Year Ended December 31, Net cash provided by (used in): 2025 2024 $ Change Operating activities $ (70,430,149 ) $ (87,010,475 ) $ 16,580,326 Investing activities (26,054,766 ) (15,644,135 ) (10,410,631 ) Financing activities 220,385,468 (1,665,148 ) 222,050,616 Operating Activities Net cash used in operating activities for the year ended December 31, 2025 primarily consisted of net loss adjusted for certain non-cash items, including $33.8 million in gains from the changes in fair value of warrants, derivatives and digital assets, partially offset by a $23.8 million change in share-based compensation, $14.6 million in changes in amortization and depreciation, $1.2 million in changes in non-cash lease expenses,$1.0 million in changes in the provision of credit losses, as well as changes in operating assets and liabilities.
Additionally, the reduction in net cash used was due to cash payments made to non-accredited investors related to the Callin acquisition during the year ended December 31, 2024 as well as cash acquired in connection with the Callin acquisition during the year ended December 31, 2023.
Additionally, the cash paid to non-accredited investors related to the Callin acquisition and cash paid in connection with the North River acquisition in the year ended December 31, 2024 contributed to the increase in net cash used in investing activities.
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA: 49 Reconciliation of Adjusted EBITDA For the year ended December 31, 2024 2023 Net loss $ (338,362,779 ) $ (116,420,462 ) Adjustments: Amortization and depreciation 13,614,587 4,850,812 Share-based compensation expense 23,814,763 16,134,714 Interest income (8,083,903 ) (13,594,463 ) Other expense 207,431 125,511 Income tax benefit (2,009,015 ) (3,291,703 ) Change in fair value of warrants liability 32,694,697 (2,365,895 ) Change in fair value of contingent consideration 1,354,357 (1,922,381 ) Change in fair value of derivative 184,699,998 - Acquisition-related transaction costs - 1,151,318 Adjusted EBITDA $ (92,069,864 ) $ (115,332,549 ) Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
GAAP, to Adjusted EBITDA: Reconciliation of Adjusted EBITDA For the year ended December 31, 2025 2024 Net loss $ (81,830,362 ) $ (338,362,779 ) Adjustments: Amortization and depreciation 14,564,535 13,614,587 Share-based compensation expense 23,836,781 23,814,763 Interest income (10,419,139 ) (8,083,903 ) Other expense 10,643 207,431 Income tax (expense) benefit 67,228 (2,009,015 ) Change in fair value of warrants liability (24,781,975 ) 32,694,697 Change in fair value of contingent consideration - 1,354,357 Change in fair value of derivative (9,700,000 ) 184,699,998 Change in fair value of digital assets 649,638 - Acquisition-related transaction costs 13,303,532 - Adjusted EBITDA $ (74,299,119 ) $ (92,069,864 ) 61 Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with US GAAP.
These costs primarily include: ● Programming and content costs related to compensation to content providers, including share-based compensation, from whom video and other content are licensed. These costs are paid to these providers based on revenues generated, or in fixed amounts.
These costs are paid to these providers based on revenues generated, or in fixed amounts.
Acquisition-Related Transaction Costs Acquisition-related transaction costs consist of transaction expenses related to acquisitions. Amortization and Depreciation Amortization and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated service lives.
Amortization and Depreciation Amortization and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated service lives. Change in Fair Value of Digital Assets Change in fair value of digital assets reflects gains or losses arising from the remeasurement of our bitcoin investment.
The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform hosting and advertising. The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our publisher network and an increase in cloud services offered.
The increase in Other Initiative revenue was due to a $1.2 million increase in cloud services offered and a $0.9 million increase in advertising inventory being monetized by our publisher network.
Sales and Marketing Expenses Sales and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and $0.8 million in other marketing and public relations activities.
The increase was due to a rise in marketing and public relations activities of $5.5 million and an increase in payroll and related expenses of $1.5 million, offset by a reduction in consulting services of $0.4 million.
Research and Development Expenses Research and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other expenses .
The increase in other administrative expenses of $5.8 million was due to a rise in expenses related to public company-related costs, including legal, accounting, and other administrative services. 56 Research and Development Expenses Year Ended December 31, 2025 2024 $ Change % Change Research and development $ 18,743,630 $ 18,923,319 $ (179,689 ) (1 )% Research and development expenses decreased by $0.2 million to $18.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.
The decrease in net cash used in financing activities was due to a decrease in taxes paid from the net share settlement of share-based compensation as well as an increase in proceeds from stock options exercised in the year ended December 31, 2024 compared to net cash used in the year ended December 31, 2023.
The increase in net cash provided by financing activities compared to the year ended December 31, 2025 was due to the proceeds from the strategic investment from Tether, as well as the proceeds from stock options exercised and employee stock purchase plan contributions.
The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures. 47 As of December 31, 2024, our cash and cash equivalents balance was $114.0 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.
Liquidity and Capital Resources Our principal sources of liquidity are cash generated from operating activities and funds previously raised. The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures. As of December 31, 2025, our cash and cash equivalents balance was $237.9 million.
Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article (last accessed Mar. 12, 2025) [hereinafter: “Google, Comparing Metrics.”] (providing the technical criteria Google uses to calculate active users). 2 Id . 3 Id . 4 During the measurement period, Rumble was available on the following connected TV systems: Roku, Android TV, Amazon Fire, LG, and Samsung TVs. 5 Google provides additional information on its definition of an “active user,” see Google, Comparing Metrics. 6 According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.” 43 As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs.
In addition, MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.” As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs.
Cost of Services Cost of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cost of Services Year Ended December 31, 2025 2024 $ Change % Change Cost of services (content, hosting and other) $ 107,383,833 $ 138,472,266 $ (31,088,433 ) (22 )% Cost of services decreased by $31.1 million to $107.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.
General and Administrative Expenses General and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
General and Administrative Expenses Year Ended December 31, 2025 2024 $ Change % Change General and administrative $ 48,738,522 $ 36,646,307 $ 12,092,215 33 % General and administrative expenses increased by $12.1 million to $48.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue. 44 ARPU was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024.
The increase is primarily related to an initial investment into international expansion. 54 Average Revenue Per User (“ARPU”) We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue.
The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million. The decrease of $2.8 million in administrative expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services.
The increase was due to an increase of $6.3 million in payroll and related expenses and $5.8 million in other administrative expenses.
The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants. Change in Fair Value of Derivative Change in fair value of derivative decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024.
The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The increase in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants.
The decrease was due to our reduced investment in money market funds, treasury bills, and term deposits. Other Expense Other expense increased by an immaterial amount in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.
Acquisition-Related Transaction Costs Acquisition-related transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023. Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions completed in 2023.
Acquisition-Related Transaction Costs Year Ended December 31, 2025 2024 $ Change % Change Acquisition-related transaction costs $ 13,303,532 $ - $ 13,303,532 NM NM – not meaningful Acquisition-related transaction costs increased by $13.3 million to $13.3 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.
The increase was primarily due to lower foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2024.
The decrease was driven by higher foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2025. 58 Change in Fair Value of Warrant Liability Year Ended December 31, 2025 2024 $ Change % Change Change in fair value of warrant liability $ 24,781,975 $ (32,694,697 ) $ 57,476,672 (176 )% Change in fair value of warrant liability increased by $57.5 million, resulting in a gain of $24.8 million in the year ended December 31, 2025.
The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and stock options for certain employees and executives.
The increase in payroll and related expense is driven by: a one-time $4.8 million increase in compensation costs related to the departures of an executive and a director; a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to the tender offer in the first quarter of 2025 stemming from the strategic investment from Tether; offset by a $0.8 million decrease in share-based compensation related to the recognition of contingent shares issued in connection with the Callin acquisition that were accounted for as a post-combination expense.
The reduction in net cash used was offset by an increase in share issuance costs. 48 Summary of Quarterly Results Information for the most recent quarters presented are as follows: Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Total revenue $ 30,228,287 $ 25,056,904 $ 22,469,543 $ 17,733,456 Net loss $ (236,752,626 ) $ (31,539,413 ) $ (26,780,700 ) $ (43,290,040 ) Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Total revenue $ 20,391,872 $ 17,982,150 $ 24,974,054 $ 17,615,375 Net loss $ (29,277,227 ) $ (29,021,042 ) $ (29,454,080 ) $ (28,668,113 ) Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance.
These inflows were partially offset by the share repurchases in connection with the tender offer and taxes paid from the net share settlement of share-based compensation. 60 Summary of Quarterly Results Information for the most recent quarters presented is as follows: Dec 31, 2025 Sep 30, 2025 June 30, 2025 Mar 31, 2025 Total revenue $ 27,068,454 $ 24,762,445 $ 25,084,631 $ 23,706,790 Net loss $ (32,693,477 ) $ (16,261,762 ) $ (30,224,930 ) $ (2,650,193 ) Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Total revenue $ 30,228,287 $ 25,056,904 $ 22,469,543 $ 17,733,456 Net loss $ (236,752,626 ) $ (31,539,413 ) $ (26,780,700 ) $ (43,290,040 ) Non-U.S.
Change in Fair Value of Warrant Liability Change in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024. The warrant liability arose in connection with the warrants offered as part of the Business Combination.
Change in Fair Value of Contingent Consideration Year Ended December 31, 2025 2024 $ Change % Change Change in fair value of contingent consideration $ - $ 1,354,357 $ (1,354,357 ) (100 )% Change in fair value of contingent consideration decreased by $1.4 million to $nil in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Removed
Significant Events and Transactions On December 20, 2024, the Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users.
Added
Subject to the satisfaction or waiver of the terms and conditions of the ND Business Combination Agreement, the Company will submit the Exchange Offer to all shareholders of Northern Data to acquire each Northern Data Share in exchange for certain shares of Class A Common Stock.
Removed
The Company will use $250 million of the proceeds, less transaction expenses, to support growth initiatives. 40 Refer to Note 11, Derivative Liability, to our consolidated financial statements included elsewhere in this Annual Report. Revenues We generate revenues primarily from Audience Monetization and Other Initiatives.
Added
Each Northern Data Share that is validly tendered and accepted for exchange will be exchanged for 2.0281 newly issued shares of our Class A Common Stock (with customary settlement mechanisms for fractional shares), subject to the satisfaction or waiver of the conditions to the Exchange Offer .
Removed
Digital video and display advertisements are placed on Rumble websites or mobile applications. Customers pay for advertisements either directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, or purchases taken, by our users.
Added
Tether, along with an affiliate of Northern Data’s current co-CEO (Aroosh Thillainathan) and another significant shareholder, collectively holding approximately 70% of the outstanding Northern Data Shares, have entered into the Transaction Support Agreements pursuant to which they will exchange their Northern Data Shares at the same Exchange Ratio contemporaneously with the closing of the Exchange Offer. 50 The launch of the Exchange Offer is expected to occur during the second quarter of 2026.
Removed
Non-Operating Income and Other Items Interest Income Interest income consists of interest earned on our cash, cash equivalents, and marketable securities We invest in highly liquid securities such as money market funds, treasury bills and term deposits.
Added
The ND Business Combination is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions and regulatory approvals.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe term between invoicing and payment due date is not significant. A meaningful portion of our revenue is attributable to service agreements with one customer. For the years ended December 31, 2024 and 2023, one customer accounted for $14.9 million and $37.0 million or 16% and 46% of our revenue, respectively.
Biggest changeHowever, a meaningful portion of our revenue for the year ended December 31, 2024 was derived from service agreements with one customer, which accounted for $14.9 million, or 16%, of total revenue. As of December 31, 2025 and 2024, no single customer represented 10% or more of total accounts receivable.
We place cash, cash equivalents, and marketable securities with financial institutions with high credit standing, and we place excess cash in marketable investment grade debt securities. We are exposed to credit risk on our accounts receivable in the event of default by a customer. We bill our customers under customary payment terms and review customers for their creditworthiness.
We place cash and cash equivalents with financial institutions with high credit standing, and we place excess cash in marketable investment-grade debt securities. We are exposed to credit risk on our accounts receivable in the event of default by a customer. We bill our customers under customary payment terms and review customers for their creditworthiness.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to certain market risks as part of our ongoing business operations. Credit Risk We are exposed to credit risk on our cash, cash equivalents, marketable securities, and accounts receivable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to certain market risks as part of our ongoing business operations. Credit Risk We are exposed to credit risk on our cash, cash equivalents, and accounts receivable.
However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, cash equivalents and marketable securities. 52
However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and cash equivalents. 63
As of December 31, 2024, we had cash, cash equivalents and marketable securities of $114.0 million, consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level of interest rates.
Interest Rate Risk We are exposed to interest rate risk on our cash and cash equivalents. As of December 31, 2025, we had cash and cash equivalents of $237.9 million, consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level of interest rates.
Removed
As of December 31, 2024, no single customer represented 10% or more of total accounts receivable. As of December 31, 2023, one customer accounted for 35% of accounts receivable. Interest Rate Risk We are exposed to interest rate risk on our cash, cash equivalents and marketable securities.
Added
The term between invoicing and payment due date is not significant. No single customer represented 10% or more of the total revenue for the year ended December 31, 2025.

Other RUMBW 10-K year-over-year comparisons